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The primary goal of this Article is to bring empirical evidence to bear on the heretofore largely theoretical law and economics debate about insider trading. The Article first summarizes various agency, market, and contractual (or "Coasian") theories of insider trading propounded over the course of this longstanding debate. The Article then proposes three testable hypotheses regarding the relationship between insider trading laws and several measures of stock market performance. Exploiting th...
Maximizing the Wealth of Fictional Shareholders: Which Fiction Should Directors Embrace?
Corporate directors are generally committed to the social norm of maximizing the wealth of their corporation´s common shareholders. Their current practice is to simplify their investment decisions by positing a generic fictional shareholder who is undiversified in his investments as the person to whom they hold themselves accountable. In this Article I discuss this fictional undiversified shareholder concept and compare it with three alternative fictional characterizations that differ from it...
I. Introduction . II. Background: The Development Of Commercial Speech Jurisprudence. A. Origins of Commercial Speech Protection . B. Origins of the Unconstitutionality of Compelled Speech . C. Supreme Court Compelled Commercial Speech Jurisprudence . 1. Glickman v. Wileman Bros. & Elliot. 2. United States v. United Foods. 3. Johanns v. Livestock Marketing Association. III. Analysis: Where Are We After Johanns? . A. Distinction of Glickman . B. Forced Commercial Speech and Attribution. C. Tax...
Galactic Stupidity and the Business Judgment Rule
The only real difference I detect in various formulations of the [business judgment] rule involves the question whether if good faith and due care are established, there nevertheless remains room for a judicial judgment concerning the wisdom of the decision.1
Is the Quick-Look Antitrust Analysis in PolyGram Holding Inherently Suspect?
I. Introduction . II. Background . A. The Per Se Analysis. B. Development of the Rule of Reason Analysis . C. Development of Quick-Look Tests under the Rule of Reason Analysis. 1. Supreme Court Discussion of the Quick-Look Analysis. 2. Other Examples of the Supreme Court´s Treatment of Quick-Look Analyses. III. Discussion Of The Rationale And Conclusions Of Polygram Holding . A. Commission´s and Circuit Court´s Analysis . B. The Quick-Look Analysis and Outcome Were Correct. 1. Commentary on P...
I. Introduction . II. The Origins Of State Competition For Corporate Charters: 1875-1888 . A. State Competition in the Era of Special Charters . B. General Incorporation Statutes and the Origins of New Jersey´s Dominance . III. Incorporation Of The Trusts: New Jersey´S Controversial 1889 Statute. A. Events Leading to Enactment of the 1889 Statute . B. The 1889 Statute and its Impact on Trust Incorporations. IV. The Business Of Selling Incorporations: 1890-1899 . A. Organization of the Corpora...
